


Best-laid Plans

by SheWritesDirty



Category: Stranger Things (TV 2016)
Genre: Angst, Asphyxiation, Begging, Choking, Dead Dove: Do Not Eat, Eventual Dub-Con, Fear and Intimidation, M/M, Multiple Orgasms, Painful Sex, Piss, Possesed Billy, Rape/Non-con Elements, Restraint, Rough Sex, Sounding, Tentacle Sex, Violence, flayed billy
Language: English
Status: Completed
Published: 2020-10-09
Updated: 2020-10-09
Packaged: 2021-03-08 01:09:12
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Rape/Non-Con
Chapters: 1
Words: 8,234
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26917150
Author URL: https://archiveofourown.org/users/SheWritesDirty/pseuds/SheWritesDirty
Summary: Steve thought that this had been a really good idea… thought that he’d be able to just- just keep Billy from chasing after the kids. Keep him distracted long enough for El to do whatever she had to do to stop that monster… thatthing. He hadn’t really thought very far into the plan, hadn’t really considered what he would do if the distraction actually worked.And boy,hadit.
Relationships: Billy Hargrove/Steve Harrington
Comments: 23
Kudos: 218





	Best-laid Plans

**Author's Note:**

> ***This entire thing is triggering content***
> 
> Please do not read if you think it will upset you. I’ve tried to be explicit in the tags, so heed them. There’s no way this logically fits in with cannon timeline but look, I'm tired and I just wanted to write filth.
> 
> 🎃Happy October🎃

Billy had _always_ been intimidating.

Always had that little way of sending a spike of fear coursing through Steve, the same fear that he in turn overcompensated for. Biting back with dismissive words, acting like the shit Billy did was _below_ him… like Steve was too good to get down in the dirt with him.

Of course, that intimidation was amplified quite a bit… now that the look in Billy’s eyes was dead - emotionless. It was _wrong_ , and it unsettled Steve deeper than he’d like to admit. Billy was nothing if not emotional… overwhelming anger and sadistic joy rolled off him like _waves_.

All of that was gone now, and some confusing part of Steve missed it… missed it like _hell_. Because the Billy that beat the shit out of him in Joyce Byers kitchen was all heat and passion. And this Billy… the Billy standing in front of him now was _ice cold_.

Steve thought that this had been a really good idea… thought that he’d be able to just- just keep Billy from chasing after the kids. Keep him distracted long enough for El to do whatever she had to do to stop that monster… that _thing_. He hadn’t really thought very far into the plan, hadn’t really considered what he would do if the distraction actually worked.

And boy, _had_ it.

Billy wound up refocusing his attention on Steve, and he thought he saw a split second of recognition flash through those eyes, before they went blank again. Then Billy _smiled_ … it was- it was _nice_. The softest look Steve had ever seen on the guy. And it was unnerving… more terrifying than anything else Billy could have given him.

Then Billy was advancing, and Steve’s arms shot up in front of himself like they would somehow protect him. Billy grasped them, his grip so tight it _hurt_... and Steve could feel the delicate bones of his wrist grinding together as Billy pulled him close. Face drawing right up to Steve’s ear, breathing warm air against the side of his cheek… whispering something.

' _Pretty boy…_ ' He realized, the same nickname Billy had let slip before… words that the both of them had tried to play off like it didn’t _mean_ anything. Steve had to fight back against the chill that ran down his spine at the way they sounded now… like Billy was excited, _eager_.

Steve stopped feeling bad for hitting Billy with the Todfather the _second_ the guy snapped his arm. Cried out with the sudden pain of it- and if anyone asked him about it later, he would say it was a _manly_ cry. And yeah, he’d gotten injured plenty of times on the court- many of them were even _because_ of Billy.

But he’d never had something hurt so bad that he was actually _sobbing_ from it… at least not since he was a little kid. He fell hard to the asphalt below, clutched his arm to his chest and rolled to his side.

He chanced a glance up at Billy, who was staring back down at him - brow pulled into a frown, like he was trying to solve a particularly difficult math problem. Like maybe he actually felt bad for twisting Steve’s arm so hard it _broke_ , or maybe he just didn’t realize his own strength.

Steve scuffed his shoes on the pavement and tried to push himself further away... couldn’t really focus on anything besides the blinding pain in his arm. And he didn’t get very far before Billy was kicking Steve's legs apart, kneeling down in between them.

“Where are you going?” Billy asked, voice sickly sweet, eyes still eerily empty of emotion. Steve just shook his head, couldn’t quite answer with words. “Do you know how much we _think_ about you?” Billy asked, voice dropping low… almost a whisper - like he’d just told a _secret_. And Steve had to stop to focus on those words, to think about the way Billy had just referred to himself as ‘ _we_ ’...

Did that mean some of the real Billy was still in there? 

“ _Billy…_ ” Steve tried, voice wobbling with pain. If he was gonna die, might as well go out with all his options exhausted. Appeal to the monster _within_ the monster.

“We think about doing things to you.” Billy continued, like he hadn’t even heard Steve speaking his name. And Steve paused, had to _really_ think about that one - because the way Billy was saying that, made it sound like it was about more than just hating him… more than just wanting to beat the ever living _shit_ out of him.

He was suddenly painfully aware of the way he was laying out over the rough asphalt of the Starcourt parking lot - on his back, with his wounded arm cradled protectively against his chest and staring up at Billy... Billy, who was perched on the balls of his feet, crouching in between Steve’s parted legs and watching him like a predator drooling over its prey.

His hands were hovering over Steve’s legs, like maybe he was debating if he wanted to grab them… or maybe he was just debating how much _force_ to use.

“Billy.” Steve tried again, the shake leaving his voice. His breath hitched when Billy’s hands fell softly to his shins, tightening and pulling Steve down until his ass hit the blunt edge of leather boots… and Billy pressed one of his knees down carefully, straight into the center of Steve’s chest.

The pressure slowly increased, and Steve got this panicked feeling... felt it creeping in, slowly making him more and more frantic. Lungs burning with the struggle to fill with air as his chest was constricted. He wondered if Billy was strong enough to just cave-in his ribcage like that, if this was the moment where he was going to _die_.

But the pressure halted, and Billy was simply leaning over him, watching the fear in Steve's eyes… and then a hand pressed to his cheek. And that- that was _wrong_. Because Steve could feel both of Billy’s hands on his _legs_ … and this- this wasn’t quite like any hand he’d ever felt before. 

Steve swallowed thickly, tried to keep his eyes trained on Billy's face. Tried to ignore the fact that he felt something _else_ , slithering under the arch in his back... Felt something snaking through the space in between his legs, climbing over his thigh and tightening as it wrapped around him.

The fear hit him so hard he lost control for a moment, his mind completely blanking out… could feel himself shuddering, a strange feeling in the pit of his stomach… and then he was _pissing_ himself.

He wasn’t proud of it, and if anyone ever asked him- if he somehow _survived_ whatever was about to happen… he was going to lie through his fucking _teeth_ about it. A split second of almost soothing warmth flooding out against his skin, only for it to become uncomfortable almost _instantly_.

Billy didn’t seem to care much, eyes flicking down to look at the wet spot spreading over Steve’s jeans, before coming right back up to train on his face again. 

Then he was pulling back, knee raising from Steve’s chest. And Steve sucked in a deep breath, lungs finally able to expand to their fullest again. Hands were suddenly on his shirt, and his head reeled a little as Billy tore the fabric in half. 

For some reason his brain decided to focus on that, the fact that Billy had just destroyed one of his favorite shirts… like if he worried about that he wouldn’t think about how he could now clearly see the shape of this... _thing_ wrapping slowly around his midsection. It was _thick_... a translucent layer of skin sliding over the top of the inky, shifting muscle contained underneath.

Slimy... unnervingly cold.

And okay… so Billy had _tentacles_. Steve probably should have seen something like that coming, with all the fucked up shit he’d dealt with these last couple of years. He tried to focus on something else… _anything_ else. The damp, irritating feeling of his jeans clinging to his skin… the sharp smell of piss lingering in the air.

“Don’t be scared.” Billy said in a flat voice, and Steve jolted - like he hadn’t been expecting the sudden reminder that the thing above him used to be human, that it was _thinking_. And then Billy was leaning down, pressing his lips to Steve’s… _kissing_ him.

Billy’s hands, his _actual_ hands, came up around the back of Steve’s neck and pulled him into it. And Steve’s brain wasn’t working, it _really_ wasn’t fucking working, because he felt his lips move against that pressure… felt himself kiss Billy back.

He should have expected that Billy would kiss like it was a fight- to bite bruises into his bottom lip, force his way in and lick into Steve’s mouth like he was _hungry_ for it. The whole thing was messy, saliva spilling over and running down the side of Steve’s cheek… it _should_ have been disgusting, but Steve’s cock was filling out - and before he could stop himself he was moaning into it.

And wasn’t that just the most fucked up thing to happen tonight.

Except the night was far from over, and Steve couldn’t even begin to fathom why one of those things was slithering it’s way under his waistband... he struggled under Billy’s weight pressing against him, grimacing at the way that slimy tentacle felt against his skin. 

He lifted his good hand and shoved at Billy’s chest, like he’d suddenly just come back to himself - his self preservation skills kicking in. Billy snarled against his mouth, pulled away just as the tentacle in Steve’s pants slipped under the elastic of his briefs and wrapped around the base of his cock. 

Steve’s hips jerked up at the touch, and he tried extremely hard not to think about how fucking good that thing felt, despite the cold from it sinking into his skin. A flush spread over his cheeks as he went hard at the touch, he was _actually_ getting turned on by this. Billy just watched Steve’s face, like he was fascinated - like he didn’t want to miss a single thing.

“ _S-stop._ ” Steve stammered out, fumbling a hand to grab for the thing sliding into his jeans... only to have another one wrap around his wrist and restrain him. He tried to struggle, but he was pinned down by more of them... they were tightening around his limbs, holding him down.

“But you’re enjoying it.” Billy said, emotionless. Eyes flicking down to the bulge in Steve’s pants and frowning. Shame burned in Steve’s stomach, hot and humiliating - because there was _truth_ to that. And that wasn’t even Billy in there any more… _wasn’t_ … not that it should have _mattered_... would he have let Billy do this, if it were just him?

Steve screwed his eyes shut tight, sucked in deep breaths… tried not to rock his hips up into the feeling of the tentacle wrapped around him, the way it tightened and slid up his shaft… the way it slithered under the head of his cock, had Steve’s thighs shaking.

It was _slick_ , that was why… slick with a firm grip, and he could feel it _pulsing_ …

Billy’s hands grabbed the waistband of Steve's jeans and tugged them down, and he shivered as he felt the chill of night air on damp skin. 

“Look.” Steve ignored the command, ignored Billy… kept his eyes shut tight, _willed_ himself not to cum from this. He heard the huff of annoyance that Billy breathed out, winced at the way the tentacle wrapped around his cock tightened painfully.

“Fine, we can do it the hard way.” Billy growled, and that was the first time Steve heard a familiar emotion in Billy’s voice… it _terrified_ him. He had about two seconds to regret what he’d done, before Billy was flipping him over - smashing his face into the gritty asphalt.

Steve cried out, nearly _passed_ out from the pain as his broken arm wrenched under his body. Hot tears spilled over and across the bridge of his nose, pooling on the ground. All he could smell was the tar of the pavement, it filled his nose and burned.

He couldn’t move, held in place by the tentacles wrapped around his arms and legs. Keeping him restrained, tightening around his thighs and pulling them apart… forcing his hips back until his ass was straight up in the air.

“You a virgin, Harrington?” Billy asked, and it was so casual that Steve had to laugh. Choked out a bitter chuckle- shifted a little, managing to get his arm free… settled it above his head, as far out of danger as he could possibly get it. “Or did your perfect little girlfriend peg you?” Billy continued.

Which, Steve was pretty sure that had to be coming from the _actual_ Billy… because he really doubted the monster possessing the guy knew what the fuck _pegging_ was.

“ _No-_ ” Steve spat out. He felt exposed with his jeans bunched around his knees, ass up in the air… tried not to think about how that was probably the _point_. Billy leaned over him enough to get a hand in his hair, wrenched his head back until Steve could see his face.

“No? To which?” Billy asked, and Steve really wished he wasn’t _crying_ right now… but his arm hurt, and the shame filling his belly was getting to be too much to hold back.

“I-I’ve never-” Steve started to say, all his anger leaving him. Leaving him with just fear and apprehension- for what Billy was about to do to him, what that _thing_ was about to do to him. He got caught up on the words, swallowed them back down.

“Then this is going to hurt.” Billy said, like it was just that simple. And Steve braced himself… because it felt like the thing to do. His breath was coming fast, chest heaving with it, and he shivered as he felt a slick tentacle wrap its way up his thigh and slide against his ass. Felt Billy grab his cheeks and push them apart... felt something cool and slick prod at his hole.

“Okay- I get it… y-you win Billy.” Steve said nervously, getting only more scared from the way Billy ignored him. “ _Please, don’t…_ ” Steve finally broke down, _whined_ the words. The hand in his hair tightened, and then that thing was pushing into him.

He figured that anal probably felt good… it _had_ to, so many people did it. Tommy had bragged for an entire month that one time Carol let him do it, and she didn’t look all that bothered about it. But right now, Steve had to grit his teeth, dig his nails into the hard ground beneath him just so he wouldn’t _sob_.

He probably could have taken Billy’s dick… he’d seen it, and yeah it was big. But the thing forcing itself inside of him now was _bigger_ , thin at the end and just got fatter as it went. And yeah it was slick, with some… unknown substance… and that was probably helping, but fuck if it didn’t _burn_.

“ _Hurts…_ ” Steve managed to choke out, breath hitching as the thing stilled… like it was _listening_. 

Like _Billy_ was listening... which would be a first for the guy. That thing pulled back though, just enough for Steve to be able to _breathe_ again. “Everything hurts.” Steve tried again, sounded a little pathetic… but if it was working there was no way he wasn’t gonna keep it up.

The tentacle slid the rest of the way out, and Steve actually thought that he was about to get out of this... Until Billy’s fingers moved from where they were gripping his ass, and pushed their way into him - searching, crooking and pressing firmly and… and Steve jerked forward against the tentacles holding him still. He let out this desperate sound, one he wasn’t even aware he was _capable_ of.

His whole body lit up with pleasure, he couldn’t hold it back - didn’t even know it was _coming_... had no way to prepare for it. He moaned, long and pitiful. Rocked back onto Billy’s fingers, hated himself for it. Billy kept the pressure on, rubbed into that sweet spot relentlessly. 

The burn faded away, and all Steve could feel was the overwhelming surge of _pleasure_ \- mixing with the pain of his arm, blending together to make something so sweet and so horrible. Billy didn’t stop, fingers working artfully, changed the rhythm. Started _thrusting_ , adding another finger.

Steve’s mouth hung open, he couldn’t hold back the needy sounds he was making each time Billy’s fingers hit that spot. The tentacle wrapped around his cock had long ago disappeared, and that just made it all the more humiliating when Steve came- came just from Billy’s fingers.

He quaked with it, his whole body trembling… a wrecked moan echoing from somewhere deep in his chest and ringing out into the night air. His cock twitching as he painted the asphalt below with his release.

Bliss, for a moment. Foggy, climax induced _stupid_ filling his mind, he felt so damn _good_.

Then he was coming down again, exhausted and breathing hard. There was a pool of drool under his mouth and when Billy shifted he ended up mashing Steve’s face into it. He couldn’t tell if it was intentional or not, couldn’t find it in himself to care either way.

Billy slid his fingers back out, replaced them with that tentacle again... pushed it in _slowly_ this time, Steve’s muscles stretching easier for him. Maybe it was because he was dazed over, _relaxed_... had no fight left in him.

“So warm…” Steve heard Billy say, and it sounded _strained_ … like Steve was somehow the one hurting _him_.

Steve could feel the way it moved unnaturally inside him... _squirming_ , knotting up on itself, only to untwist again and push in _deeper_. It was too much, he felt so full- felt like he was only moments away from being split apart. But some part of him _wanted_ it, had him pressing his ass back into the pressure sliding into him... 

“You look like you’re enjoying yourself.” Billy said, and Steve lazily glanced back at him- barely able to twist his head. Billy’s expression was hard to read, that cold look was still there... but there was a little of the real Billy was peeking through too. Just enough that he looked vaguely disgusted.

Was that with Steve, or himself?

“S’okay, Billy.” Steve managed to get out, his words slurring a little. Billy jerked back, something difficult to read flickered through his eyes, nostrils flaring.

“ _Shut up._ ” Billy hissed, “Don’t _say_ shit like that.” And it sounded _exactly_ like him, if that was the Mindflayer... It was doing a really fantastic impression.

“Billy?” Steve asked cautiously, trying to turn more - trying to make eye contact with him… but it was all gone now, any sign of the boy Steve knew was wiped away as quickly as it had appeared. His face had melted back into that chilling, lifeless look. 

“You _talk_ too much.” Billy said, and a chill ran through Steve at the threat in those words…

“S-sorry… I wont-” Steve started to plead, _tried_ to jerk away from the tentacle that was now quickly snaking its way up his chest, only to have his movements halted by Billy’s hand fisted into his hair. 

Steve tensed in horror as the tentacle slid around his neck, wrapped loose enough that he could still breathe… slid up over his cheek, leaving a trail of slimy _something_ over his skin. He tried to snap his mouth shut, but Billy’s thumb was there before he could... wedging in between his teeth, anchoring his jaw open. 

Then it was pushing in, past his lips and filling his mouth. And Steve could _smell_ it, musky and sharp. He sputtered, tried to spit it out, but wasn’t accomplishing much. It tasted strange… _sour_. 

As soon as Billy’s thumb pulled away from his jaw Steve bit down as hard as he could, teeth working uselessly at thick skin. Billy grunted behind him, which meant he at least _felt_ it. 

“Careful, pretty boy.” Billy snarled, “You’re not the only one with _teeth_.” And honestly, the place Steve’s mind went with that warning was a bit too much. He stilled completely, let his jaw fall slack… let that thing push in _deeper_. 

He gagged as it hit the back of his throat, choked on it, eyes watering. Struggling to breathe as the pressure around his neck tightened, constricted his windpipe. He could feel it throbbing, could feel the pulse of it _inside_ him, matched to the heavy beat of his heart.

Steve was hard again, tried not to think about _why_ … because the tentacle buried deep in his ass was only pressing lightly against that spot that took him to pieces, and if anything there was only the dullest sense of pleasure from it. He rocked his hips back, desperate for some kind of release... thought maybe it could be over this time, if he came one more time for Billy.

He shuddered as the tentacle stretching him wide responded... pulled halfway out, only to thrust back in. One, sharp movement that left Steve moaning against the obstruction pushing its way down his throat. Billy was eerily quiet above him, and he couldn’t help but wonder if the guy was even _getting_ anything out of this…

Steve couldn’t breathe, could feel that all too familiar sense of panic building up in his chest again… making him try to suck in air faster - only making things _worse_ … he tried to distract himself, think about something else… 

Wondered how much of this was Billy, those words ringing in the back of his head. ‘We think about _doing_ things to you.’ over and over again. Wondered if Billy had been watching him this whole time, biting back the twisted need to _dominate_ him like this... trying to convince himself it was just about the title of King... if lust had always been hiding under the surface all of that bitter hatred and forced rivalry. 

Steve’s vision blurred, and he blinked _hard_ … dark spots swimming into his vision as his head spun. The grip around his neck suddenly loosened, and he felt a sharp slap at his ass… bringing him back with a jolt, focusing his mind again. He sucked in a desperate breath through his nose, filled lungs that burned and brought tears to his eyes.

“Stay with me.” Billy’s voice, strangely grounding among the swirl of pain and fear building back up in Steve’s consciousness. The fingers tangled in his hair, rubbing soothingly against his scalp… an unexpected tenderness that he wasn’t quite sure what to do with.

He couldn’t speak around the thing gagging him, so he just nodded as best he could. Felt that thick, slimy pressure sliding out of his ass, pushing back in - picking up a rhythm. It was obscene, the way he could _hear_ it, the slick sounds it made as it fucked into him.

Steve was rocking with it, tugging against his restraints, knees scraping on the rough pavement from the impact. It shouldn’t have felt _good_ , some part of him knew that… but he couldn’t help the way his body reacted, not when every single thrust was lighting him up like that, sending a shock-wave of pleasure rippling through him.

He knew what he sounded like, knew there were whimpers creeping up from somewhere deep in his chest. Could hear the way they muffled and died against the tentacle gagging him, Billy leaning forward... hanging over him, like he didn’t want to miss a single _second_ of it...

So Steve let go, let it all out - every moan, every desperate sound. Gave in to wanting this, wanting Billy’s hands on him... to liking the sound of that rough voice in his ear. Screwed his eyes shut and pictured Billy, and _only_ Billy, fucking him like this. He was pretty sure he’d said that name out-loud, heard it come out garbled and wrecked against the thing in his mouth.

He was pretty sure that _Billy_ heard it too.

Because the guy was tensing above him, and that hand in his hair was _tightening_ … gripping so hard Steve felt tears prickling at the corner of his eyes again. “You say something, pretty boy?” Billy’s voice, dark and hot against Steve’s ear.

Steve mumbled the name again, tried to swallow the saliva that was building up and trickling down the back of his throat, his tongue trapped under the weight pressing down on it. He felt the tentacle buried in his ass _jerk_ , stutter and break its rhythm. 

“ _Fuck-_ ” Billy hissed out, and the thing in Steve’s ass suddenly pushed in to the hilt, so _impossibly_ deep… and it _swelled_. He could feel a pressure travel up the length of it and spurt out the end, hot and thick. It was _throbbing_ , pumping him full of some fluid that he could only think of as cum… if he thought about it being anything else, he wasn’t sure he could keep from vomiting.

It was too much, left him feeling so damn _full_ … was trembling from it, and all he wanted was to get everything out and collapse against the asphalt below. The tentacle started to pull back, almost as if it knew what he wanted - only to pause just before it slipped out, twisting up on itself to plug him up and keep everything in. Like it was _teasing_ him. 

Steve shifted, and he could _feel_ the cum moving around inside of him as his muscles contracted and released. It felt weird… it _should_ have disgusted him, but some small part of him shivered at the sensation. Probably the same part that had him painfully hard right now, cock hanging heavy between his legs- swollen and leaking… 

_Please_ … the only thing running through Steve’s head, the word that lost all meaning as he mumbled it incoherently against the tentacle still gagging him. Billy groaned above him, hand sliding from its grip on Steve’s ass along the curve of his back… raising a trail of goosebumps as he went.

“If you’re good, I’ll give you what you want.” Billy said, his tone gone soft… Steve could almost delude himself into believing it was _loving_. “You’re gonna swallow for me.” Billy went on, flicking lightly at Steve’s cheek. Said it like he _knew_ , like it wasn’t a question.

Steve just blinked, tried to figure out what the hell Billy was talking about… the realization hitting him hard, dread flooding his stomach and making him queasy. The tentacle in his mouth was moving again… pushing against the back of his throat and he had to fight back a gag.

He whimpered, tried to work his jaw… it was sore from being held open so long, and all he wanted to do was bite down again. Chew through this thing and spit it out, give Billy a taste of his own medicine. But those words were in his head, ‘ _I’ll give you what you want…_ ’ like the devil's temptation. As if he could know that Steve just wanted Billy’s hand on his cock, warm and _real_ and all him.

Steve relaxed his throat, tried to lick at the underside of the tentacle in his mouth… rolled his tongue under it, as if he could coax it to finish. Desperate to have it over with, his brain consumed with the promise of something sweet to follow.

Billy’s hand still gripping the back of his head urged him forward, shoved him until that thing was halfway down his throat… throbbing and swelling like the one buried deep in his ass moments earlier had. Steve couldn’t breathe again, whimpered helplessly, and Billy actually took pity on him… pulling back just enough for Steve to have a second of relief.

And then it was flooding his throat, _gagging_ him... filling his mouth with thick, bitter fluid.

He choked on it, choked for real this time- tears streaming down his face, as he tried to pull air into his lungs only to suffocate on cum. The hand at the back of his head forced him forward again, and he had to swallow… had to swallow, or die like this. 

Swallow his pride, and swallow a whole _load_ of monster cum.

So he _did_ , worked his painfully sore throat and swallowed. A sick feeling hit his stomach, and he willed himself to power through it… it was so warm and _slimy_. He could admit he’d tasted his own cum before, but it was _nothing_ like this. This was viscous and bitter, and reminded him of the way motor oil _smelled_ \- a sour edge to it that wasn’t altogether unpleasant… just strange.

Right as it felt like Steve couldn’t possibly take any more, the tentacle pulled away… slipped out of his mouth with an obscene, wet pop. Steve coughed instantly, clearing any of that stuff that had found its way into his lungs out- watched in horror as black globs of it splattered onto the asphalt.

His jaw felt weird, almost hurt to close it more than it did to keep it open… still, he clamped his mouth shut - and Billy allowed him time to actually catch his breath, to try and come back to his senses.

“Didn’t expect you to take it so well.” Billy said, casual tone back - one hand petting gently at Steve’s ass. 

“I’m just full of surprises…” Steve mumbled, a little shocked by how _rough_ his voice sounded… how it cracked and broke around the words.

And Billy laughed... warm and real behind him, and he hated how much he liked the sound of it… the way it made him feel so fucking _good_. The spent tentacle plugging Steve up finally pulled back, slipped out with an audible _schlup_ that sent a shiver running up his spine. 

Warm, thick globs of that black stuff ran down Steve’s thighs, and he shifted uncomfortably. He felt so _stretched_... a mild, persistent ache remained, and when he tried to move it suddenly felt sharp again. He was going to be so fucking sore tomorrow, he just knew it.

“Fuck, thats _gorgeous_.” Billy’s voice sounded heavy with… with _something_. And he really did sound like himself again, Steve just craned his head back - tried to get a look at him. The grip tangled into his hair had loosened enough for him to move, and he caught Billy’s expression. He was staring rapt... like Steve was the prettiest thing Billy had ever _seen_ , laying out like that- destroyed and exhausted, ass fucked open and leaking.

Billy caught him looking, beautiful blue eyes flicking up to meet his. “Want more?” 

Steve couldn’t help the whimper that escaped him, hated how broken he sounded… hated that it sounded like a _yes_.

The tentacles holding Steve down shifted, carefully pulled and pushed him until he was twisted around… laid out on his back, staring up at Billy- his cock was still so hard, laying heavy against his skin, flushed a bright red and aching from neglect.

Billy leaned forward, let his hands slide up Steve’s bare stomach… trailing a burning heat behind them. “I owe you something _nice…_ ” He breathed out, and Steve felt his cock kick at the sound of that. Billy’s hands kept going until the rough pad of one of his thumbs brushed against Steve’s nipple.

He gasped at the touch, trembled at the sensation… something so simple, that felt _so_ good. “ _Please…_ ” He whined the word, voice sounding wrecked. Bucked his hips up and rubbed himself against Billy’s thigh- moaning at the rough friction of jeans against the length of his cock.

“You beg so pretty.” Billy said, pinching sharply at one of Steve’s nipples.

“Oh- _fuck!_ ” Steve choked out, the sting lingering long after Billy had released him.

“You want to cum?” Billy asked, watching Steve’s face like he was entranced… snaking a hand the rest of the way up to wipe a trail of spit away from Steve’s cheek.

“ _Yes-_ ” Steve said, frustration evident in his voice. “God yes, Billy please… _come on_.”

Billy pulled back, sat up on Steve’s thighs and pressed him into the ground. Billy was staring down, a smug look on his face… and Steve could see the moon hanging heavy in the night sky, right behind Billy’s head... giving the impression of a bright, glowing halo.

Shining through his curls, making him look otherworldly.

“Who are you asking, God or me?” He teased, pink tongue licking out against his lips slowly. And it was really just _too much_ , the ache for release so strong that Steve felt like he was losing his mind to it.

“You!” He gasped out, hips bucking uselessly. “Please, Billy… you got me, okay? I want it- _fuck_ , I want it. Just- help me cum, _please…_ ” The words felt like a weight off his chest, admitting everything out loud… no bullshit.

Billy’s hands gripped his hips- nails digging in until they left painful, red marks. “Relax, pretty boy.” Billy growled out, and Steve trembled at how _primal_ it sounded. “I’m gonna give you something _special_.”

It was like a promise and a threat all at once, and a little spurt of precum trickled out of Steve’s slit as soon as Billy purred those words. The sound that slipped from Steve’s lips when Billy wrapped a firm, warm hand around him… it was so _wrecked_ , so desperate and needy… Steve couldn’t help but flush in embarrassment.

There he was, spread out before Billy, clothes soiled with dirt, cum and _piss_ … hanging off him and exposing far more skin than he would ever be comfortable with in public. Moaning like a whore at just the barest of touch, the slight _squeeze_ … the perfect friction as Billy pulled his grip slowly up the length of Steve’s leaking cock - coaxing another drop of precum out, swiping his thumb over the tip and using it to slick his palm.

“Fuck- look at you, you love it.” Billy said, voice heavy. Twisting his grip and watching in awe as Steve’s hips bucked into it. The pain in Steve’s arm was little more than a dull ache now, and it did nothing to dampen the pleasure that was coursing through him with Billy’s touch.

Steve just nodded, not quite trusting himself to speak… afraid of what he’d say if he did. 

Billy just leaned forward, hovering over Steve and staring into his face… a slow grin curling up. “Gonna love _this_ even more…” He promised, breathing hot, damp air into Steve’s face.

“ _What_ -” Steve started to ask, only to choke it off as he felt a chill run through him… glanced down between them to see a slimy, thin tentacle creeping over his hips. 

Watched it slowly snake its way up his shaft, squeezing its way under Billy’s hand and wrapping around him until it came to the tip... curled firmly around the underside of his cockhead before slipping up and over, teasing and prodding at his slit. 

“Billy- hold on… that- uh…” Steve stammered out a weak protest, his brain still not fully working as Billy kept the pressure on with his hand, stroking Steve calmly… running his palm over flushed skin, and the thin tentacle wrapped around Steve’s length. 

“Trust me.” Billy just said, still staring at him as that tentacle nudged its way in… it wasn’t _big_ , but it still stretched in a way that sent a spike of fear through Steve.

“ _Hell no!_ ” Steve shouted- voice pitching high, warbling a little. “I-I’m pretty sure you’re not… not supposed to- _fuck!_ ” His complaints broke off, as Billy whispered soothing words to him and let that thing slither in deeper…

“You’re okay, baby... I know what I’m doing.” Billy said softly, coaxing him to relax. Brushing a dry palm against his cheek. _Baby_ … baby. That word filled Steve’s head and distracted him from the fear.

And it felt… _weird_. It didn’t hurt it just… felt like a pressure inside him, left him feeling full in a way that he couldn’t quite wrap his head around. He could feel every movement, felt _everything_ as it inched deeper… 

Then Billy was moving his hand again… squeezing and making the friction feel like so much more, the sensation of his cock being rubbed from both outside _and_ inside making Steve's brain scramble.

“ _H-holy shit…_ ” Steve mumbled, digging his nails into the palm of his uninjured arm… as if maybe the sting could ground him, keep him from losing himself completely.

And he thought that was it, thought maybe this wasn’t so bad... the pay off wasn’t _that_ great, but at least it didn’t hurt. Except it was still slipping deeper, reached the base of his cock and… he could _feel_ it curl in… curl and press until-

It hit him hard, the sudden flood of pleasure. Felt like a kick inside, lit up his nerves and spread from where that thing was pressing into him, all the way into the tips of his fingers and toes. His eyes screwed shut, and his mouth dropped open in a silent cry… sparks behind his eyelids, his whole body trembling as Billy’s hand worked him over - the pressure of his hand mixing with the pressure inside Steve and…

And Steve was going to lose it, was going to finish so _embarrassingly_ fast. He couldn’t hold it back, writhed and moaned under Billy like he’d lost all control. “ _I-I can’t-_ ” he choked the words out, breath hitching as he tried to speak.

“Show me how pretty you look when you cum.” Billy said, voice smooth and silky… it sent Steve right over the edge, and he cried out- voice echoing into the night air as his hips jerked, as he came. The pressure in his cock just got _worse_ , and he could feel his release backing up… and then the tentacle pulled back, pulled _out_ \- and Steve’s cry turned into a relieved whimper as cum spurt out.

And it was a lot, impressive really- considering he’d already cum once today. It shot out over his stomach, stretched all the way up to his chest… Billy stroking him through it, his firm grip milking out as much as he could… the last of Steve’s release dripping down and coating Billy’s knuckles.

Steve slumped against the asphalt, shockwaves coursing through him as he came down from the high of climax. His head felt fuzzy, vision a little blurred and just now coming back into focus… Billy was watching him, still thumbing idly over his softening cock.

Billy finally released Steve when he gave up a groan of protest. Brought his hand up to his lips and licked Steve’s cum from his knuckles instead… and Steve watched, felt like he was in some kind of dream state, found himself wanting to taste too. Billy’s eyes fluttered shut, and he hummed like it was _delicious_.

Steve could feel how hard Billy was, could feel the bulge pressing against his thigh… Billy’s eyes flew back open, and Steve was in awe of them- how they looked nothing like they had earlier that night, how they now looked brimming with fire... _life_.

“Can I…” Billy started, really asking for the first time. His hands landed cautiously at Steve’s hips, avoiding the scratches he’d imprinted there only moments earlier.

“Yeah.” Steve answered before Billy could finish, not caring that he didn’t exactly know what he was agreeing to. “Just… be gentle.”

Not ‘no’ or ‘stop’… or any of the other things Steve had tried and long since forgotten. Billy just stared at him, like he was trying to parse those words… trying to translate them into something that made sense.

“Okay.” A simple response, one that sent relief flooding through Steve all the same. Hands pulled away and were followed by the tell-tale sound of a zipper, and Steve felt the tentacles around him moving… lifting him carefully and settling him into Billy’s lap.

Fingers prodded at his hole, pulled the tender muscle open - and Steve shivered as he felt more cum drip out of him. “Tell me if I’m hurting you.”

Truly the strangest words, whispered into Steve’s neck. He hurt _everywhere_ , felt sore and abused in every way imaginable…his knees were scraped raw, throat aching, arm throbbing dully.

Still, he nodded. And Billy withdrew his fingers, replaced them with something else… blunt, hot. Thrumming with _real life_ , sliding in easily with the slick still spread inside Steve. He winced a little, felt so over sensitive to every touch. Billy was thick- but much smaller than what had been inside him moments earlier, it felt better… felt shaped just right. 

Billy nudged Steve in that spot that had his own dick twitching weakly back to life. He breathed out a sigh as Steve slid all the way down, as his ass came to rest firmly on Billy’s solid thighs. Steve felt something wet at his neck, and he had the urge to jerk back… before he realized it was just Billy’s tongue.

He lapped at Steve’s sweat damp skin, rocking his hips slowly… and he suddenly for the first time, seemed really _affected_. Steve could hear his breath coming in short, quick huffs. He wrapped his good arm around Billy’s shoulders, pulled them closer together… and Billy made a broken sound, it was as much a sob as it was a moan.

“Billy.” Steve said softly, voice still raw... tugged at the curls at the base of his neck until he finally let his head raise. Pressed his lips carefully to Billy’s, lashes fluttering closed… sighing into the soft pressure as they met.

It felt _real_ , Steve wanted it to be real… 

Let himself pretend like it _was_ , like everything wasn’t tainted by hate and hurt… like they were just two boys in love and there were no monsters waiting in the shadows to tear them apart. The kiss broke, Billy dropping his head again… like he couldn’t bear to face Steve.

Steve just lifted his head to stare over Billy’s shoulder. Saw the Mindflayer standing above Starcourt - he blinked blearily at it, watched it recoiling… and then an ear piercing screech filled the air. Steve flinched, ears ringing with it... realized the sound was coming from _Billy_ , too.

Then there was a burst of stardust and light, and the Mindflayer exploded into shimmering dust. He could have _cried_ , they’d actually done it.

Steve yelled out as Billy suddenly shoved him away, sliding off his lap and landing hard on his left side, quietly thanking his stars it was his right arm that had been broken. A dull pain still rolled through him, his muscles protesting at the way he’d tensed up at the sudden movement.

Billy flew across the pavement, skidding as far away from Steve as he could, landing on his ass and staring back at Steve in horror… pants undone and hanging around his thighs. It looked kind of ridiculous, and Steve probably would have laughed if he wasn’t utterly exhausted.

“I… I-” Billy started to say, stumbling over the words. “I’m… _I didn’t_ … Steve, I didn’t-” He stopped speaking abruptly, watching as Steve shook his head.

“It’s okay, you didn’t want to.” Steve said, a soft little smile playing across his features.

“I did… I wanted to.” He insisted sharply, before going on. “I didn’t _mean_ to… fuck- Steve, I’m _so sorry_.” Billy said, his voice breaking on the apology… huge wracking sobs cutting in as he hunched over, ground a knuckle into the pavement.

“It’s okay.” Steve repeated, and Billy just shook his head… didn’t look up from the ground, didn't stop grating his fist into the asphalt. 

“ _Billy_ \- if they come out of that mall and see me like this... I will never forgive you.” And that got his attention, he looked up- met Steve’s eyes. 

“I... okay.” Billy said, hesitating for only a moment before pulling his pants up and buttoning them… walking over to Steve and - hovering, hands pausing above him… like Billy didn’t know where it was safe to touch.

“ _Hurry_.” Steve urged, glancing nervously at the mall doors. Billy grunted, pulled Steve’s damp pants up before sliding his arms under his knees and back… heaved him up in one swift motion. Steve settled easily into his arms, the pain at this point was like nothing - like he’d numbed to it.

“Gotta take you to a hospital.” Billy said nervously, walking to the Camaro and frowning at it. The engine was completely burned out. Black streaks from the fire lashed across the hood, no way it was getting them anywhere.

“Take the Todfather.” Steve said sleepily, pressing his face against Billy’s shirt. 

“The fuckin’ what…?” Billy muttered, Steve pointing in the general direction of the car.

“No hospital.” He mumbled as Billy ran to the slightly smashed convertible and carefully set Steve into the backseat.

“You’re fucking kidding, right?” Billy snapped, sounding like himself again. He was slamming the door shut and hurrying around to get into the front.

“Nope, you wanna explain this to them?” Steve snapped back, feeling annoyed. He just wanted to _sleep_ , not get prodded by a bunch of scientist fuckers.

“Where the fuck you wanna go then?” Billy asked, frantically searching the center console for… who the hell knew what, the keys were hanging in the ignition still.

“I know a place…” Steve offered softly.

* * *

Hoppers shack was only a twenty minute drive from where they were, and Steve drifted out several times to the sound of the radio playing softly. Billy had managed to find a pack of cigarettes in the car, which he’d immediately started chain smoking.

Billy kept waking him up, asking directions, and Steve would blearily rattle them off… only to drift back to sleep. 

The next time Steve filtered back into reality, he was in Billy’s arms again.. And Billy was kicking open the door of Hopper’s shack. “Gotta splint your arm.” Billy said confidently, like it wouldn’t be his first time doing it.

“‘Kay.” Steve simply said, letting Billy deposit him on a kitchen table, and watched as he smashed a chair on the floor, freeing a dowel and pulling any sharp splinters of wood off.

“Ready?” Billy asked, approaching him slowly.

“Nope, but I think you better try it anyway.” Steve replied with a little laugh, flinching a little as Billy took his shirt off. Billy paused and stared at him, and Steve just flushed. 

“To wrap it.” Billy explained, and Steve nodded - obviously that was why. “Okay… I’m gonna touch your arm now.” he said, like he felt the need to over explain what he was doing now. Steve just nodded again, winced as Billy took his arm in hand...

He pressed the dowel from the chair to the length, and began wrapping his shirt around to keep it in place. “Fuck… _fuck_.” Steve kept hissing.

“Almost done…” Billy said softly, wrapping a couple more times before he carefully tied the ends off. “You’re going to have to go to the hospital tomorrow.”

“Okay fine… tomorrow.” Steve sighed, leaning his forehead into Billy’s shoulder. He went completely still, like if he moved now Steve might somehow break. “I’m so _tired_ , Billy…” Steve muttered, and Billy’s hands came up to steady him as he swayed a little.

“Yeah...let’s get you to bed then.” Billy said softly, lifting him up a second time and carrying him to the living room… stopped to kick open a green door and frowned at what looked sort of like a girls bedroom. Reminded him a little of Maxine's own hell hole back home.

_Weird._

It would do for now, Billy carried Steve in and carefully laid him down in the bed… was about to walk away, get out of there and find somewhere he could properly lose his shit over what had happened… what he’d _done_. 

Except, Steve’s hand was wrapped around his wrist, tugging him back… and when he turned and looked down, Steve was looking right back up at him- wide eyes sending a spike of guilt through Billy.

“Stay?” He asked, tugging again.

“You… Steve you can’t… can’t want that.” Billy said, a crack in his voice as he spoke. He blinked his eyes furiously, refusing to cry in front of Steve.

“Don’t tell me what I want... “ Steve murmured, not relenting. “Get in here you idiot.”

Billy gave in easy, and Steve shuffled back to make room as he got into the bed. It was small, and their knees knocked together and Billy had to slip his legs in between Steve’s just so they would fit… settled in close, chests nearly pressed together.

He pulled the blanket over them, listened to Steve sigh like he was actually _content_. Billy just pushed in closer… buried his face into Steve’s chest and weeped. Shivered as he felt Steve’s good arm wrap around him, fingers rubbing soothingly at his back. 

He didn’t deserve comfort, and yet Steve was giving it freely.

“I’m sorry…” He spoke the words directly to Steve’s heart, repeated them over and over again until his voice was raw, and he heard soft snores falling from Steve’s lips.

**Author's Note:**

> Man… I found it surprisingly difficult to describe tentacle sex LMFAO. LIKE WOW THIS IS A LOT HARDER THAN I THOUGHT IT WOULD BE… I hope I’ve done alright, and well… I feel like I’ll have to revisit this subject again at some point.
> 
> If you would like to come tell me what a freak I am, I have a [tumblr](https://shewritesdirty.tumblr.com/) just for that.


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